PwC Secures Appellate Victory, Defeating Investor Appeal Over Audits for Bloom Energy IPO

American Lawyer recognized the win in its Litigators of the Week column 

• PwC obtained a major appellate victory, in which the Ninth Circuit affirmed the dismissal of all claims against PwC related to its audit opinions for renewable energy company Bloom Energy’s 2018 IPO.
• Investors had sued PwC, arguing that the accounting firm should be held liable for certifying Bloom Energy’s financial statements, which were later revised after questions arose about how certain contracts were classified. In May 2024, a California federal court dismissed all claims against PwC, prompting the investors’ appeal to the Ninth Circuit.
• The investors had sought to expand accountant liability under Section 11 of the Securities Act, but the Ninth Circuit court rejected these arguments, holding that PwC’s audit was a professional opinion, not a guarantee, and that such opinions are protected under Supreme Court precedent.
• This is a major win for the accounting and securities industries, as it reinforces the standards for auditor liability and protects audit firms from being held liable for honest professional judgments.

The Orrick team was led by partner Josh Rosenkranz with support from associates Eliza Lehner, Jodie Liu and counsel Ed Williams.